Veru (VERU) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 12, 2026, to elect six directors, ratify auditors, amend the 2018 Equity Incentive Plan, approve executive compensation, and allow adjournment if needed.

• Shareholders of record as of January 14, 2026, are eligible to vote; multiple voting methods are available, including Internet, phone, and mail.

• Proxy materials are distributed electronically or by mail, with instructions for requesting paper copies.

Voting matters and shareholder proposals

• Proposals include: election of six directors, ratification of Cherry Bekaert LLP as auditors, amendment to the 2018 Equity Incentive Plan, advisory vote on executive compensation, and approval of adjournment if necessary.

• Shareholders can submit proposals and director nominations for the 2027 meeting, subject to advance notice and by-law requirements.

Board of directors and corporate governance

• Board consists of six members, with four deemed independent under NASDAQ standards.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• All directors attended at least 75% of meetings in fiscal 2025.

• Board leadership combines CEO and Chairman roles; no lead independent director.

• Shareholders may communicate with the board and recommend director nominees.

• Code of Business Ethics and Insider Trading Policy are in place.